


A Grimm Revelation

by Adeniir



Category: RWBY
Genre: Bestiality, Birthing, Body Modification, Breeding, Corruption, Ear Penetration, Extreme Body Modification, F/M, Futa, Futanari, Gen, Incest, Lactation, Lactation Kink, Mind Control, Mind Rape, Mindbreak, Multi, Nipple Penetration, Other, Parent/Child Incest, Underage Sex, cum on the brain, extreme penetration
Language: English
Status: In-Progress
Published: 2018-04-17
Updated: 2018-05-25
Packaged: 2019-04-24 01:45:02
Rating: Explicit
Warnings: Graphic Depictions Of Violence, Rape/Non-Con, Underage
Chapters: 2
Words: 11,555
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/14345355
Author URL: https://archiveofourown.org/users/Adeniir/pseuds/Adeniir
Summary: A more lewd retelling of the ending on that silly Grimm Eclipse game they came out with a while ago.  While investigating Dr. Merlot's island, Team RWBY finds that not only is the doctor behind the mutant Grimm they've encountered, but his serum happens to affect more than just Grimm...





	1. Acquisition

**Summary for the Chapter:**

> Team RWBY infiltrates Merlot's lab, but something goes wrong when Blake is exposed to the substance...

**Notes for the Chapter:**

> Eyyy, finally got my AO3 invite. This is my first sex story of any sort and putting it out publicly, so do be merciful, please. <3

_5 July 19:34:22_

*************

_Preliminary testing on this new batch of serum has proven effective!  I’ve injected a live Deathstalker, but I’m currently unable to observe its effects personally.  It seems that four female students from Beacon Academy have infiltrated my island and are making a nuisance of themselves, as Vale teenagers are wont to do.  They’ve removed my jammers, so they’re able to communicate with Beacon, and Ozpin especially.  Oh, Oz, old chum…_

_Bah.  They have yet to locate my laboratory, but I suspect it won’t be long.  With luck, this serum will be quick in its work…_

—————————–

A foul scent filled the air, prompting three of the four huntresses-in-training to cover their noses as they made their way through a small crevasse. Ruby even looked sick to her stomach. Yang had pulled her orange scarf over her nose, but even that didn’t seem to block it entirely, and Weiss was pinching her nose and breathing through her mouth. Only Blake seemed to be unaffected and cast an occasional curious look to her friends.

“You seriously don’t smell that, Blake?” Yang asked, incredulous the third look. There was no real reason to be quiet; there were only five people on this island, she knew—Team RWBY and the mad scientist Dr. Merlot—and the Grimm and androids would find them whether they were silent or not. More than likely it had to do with their scrolls; Merlot had been able to talk to them through the devices and listen in on their communications with Ozpin.

“I smell  _something_ , but it doesn’t smell that bad to me,” Blake replied, her ears swiveling under her bow to catch any other sound. “I’m… not sure what it is, though.”

“Let’s not find out, shall we?” Weiss snapped. “Let’s just keep moving so we can find this stupid laboratory and get out of here.”

“We ought be getting close, too,” Ruby said, a tone of hope in her voice. “There’s more and more Grimm coming after us now, and even more androids!”

“Ugh, don’t remind me.” Weiss shook her head. “Every time we have to fight, I have to smell that hideous stench. No one ever mentions that smell can be a weakness!”

“We can get through it, Weiss! We’ll find that lab and Professor Ozpin is with us! Sort of.” Ruby waved her scroll in her hand briefly before slipping it back into her pocket. Weiss just rolled her eyes at her team leader and picked up her pace, forcing the other girls to do the same to keep up.

It had been close to sunset when Team RWBY arrived on Merlot’s island, accidental stowaways on one of his cargo ships that had been loading in one of the docks at the edge of Forever Fall. At first, they had no contact with Beacon; Merlot had built signal jammers around the small island and they’d had to take them down before they were able to move on. That was how Merlot found them.

The mad old scientist from Mountain Glenn taunted them and Ozpin, and the Headmaster wanted more information on just what he was doing with the Grimm he was capturing and storing. Team RWBY already had a good idea with the mutant Creepers and Beowolves they’d faced in the forest, but Ozpin wanted to know more about how he was doing it. And so, as the sun slowly sank beneath the horizon, Team RWBY was slowly making their way inland.

Soon enough, Blake—with her night-vision—spotted a pipe that was set into the rock wall of the crevasse. Over the rock wall, they could see a fluorescent glow; that had to be the lab itself. The girls nodded to each other in silent agreement, and Blake took the lead to follow the pipe toward the lights. It slowly grew brighter and more pipes joined the first. Then, finally, after another several minutes of walking, it was bright enough for all four girls to see the large tank in front of them from which more pipes ran.

As the girls rounded the corner, they could see that they’d stumbled on some sort of refinery. Steam hissed from several pipes and pumps rumbled down below. But it wasn’t oil that was being carried. Large puddles of a strange, greenish goop bubbled on the ground beneath the pipes. Here was the source of the stench; all three human girls gagged, but Blake once more didn’t seem to notice it. In fact, she approached one of the pools of bubbling liquid and crouched to get a better look at it.

“Students, have you found something?” Ozpin’s voice sounded over their scrolls.

“We’re looking at some kind of refinery. There are pipes carrying a green liquid that just looks…  _toxic_ ,” Blake replied. Despite her words, however, she leaned in closer, until her face was just inches above the pool.

“Smells toxic, too,” Weiss grumbled. “Blake, get away from that!”

Blake startled but pulled away, looking embarrassed. As she did, Ozpin spoke up. “I suspect Merlot is on this island for a reason. He’s harvesting this substance, and whatever he’s using it for can’t be good.”

“Let’s follow the pipes,” Blake suggested, trying to save face. There’d been something about the eerie green substance that had fascinated her. “No doubt they lead to the actual refinery.”

“Good idea, Blake!” Ruby agreed, hefting Crescent Rose. “Let’s go, team!”

Though the team followed, it didn’t take long for a swarm of Grimm to find them. Maybe Merlot had set them out to find the girls, or maybe they’d been attracted to the pool of ooze that lay under a line of pipes. Whatever the case, a full pack of Beowolves charged at them, led by a pair of Alphas. It wasn’t anything Team RWBY hadn’t dealt with before, though. As Ruby and Yang charged the Alphas, Weiss and Blake split the remaining pack between them. Both faced at least seven of the wolf-creatures, but neither found it particularly difficult—

—at least, not until Blake found herself with her back to the pool. She tried to skirt its edge, tried to loop around it and flank the Grimm that surrounded her. She’d even gotten as far as the deepest end of the puddle before a well-timed swipe from one of the Beowolves and a lucky one from a second sent her flying into the liquid. Her arms shot out to catch herself, but a third took the opportunity to pounce on her, its weight slamming into her back and driving her face-first into the puddle.

Blake was completely submerged for several moments. She fought to rise, fought to get out from under the Beowolf’s weight, but only succeeded in swallowing some of the gunk and breathing it in as her lungs fought for air. It  _burned_ everywhere—in her stomach, in her lungs and nose, in her eyes and on her skin. Not even her clothing seemed to be any shield from it.

Fortunately, her team came to her rescue. Yang killed her Alpha and blew the Beowolf on top of Blake into the wall behind it with a shot from Ember Celica. Weiss held off the remaining few, and soon enough the pack was gone. Ruby sliced off the head of the second Alpha and darted over to help pull Blake out of the ooze—or at least, she tried. The moment her hand closed around Blake’s arm, Ruby yelped and yanked her hand back like she’d been burnt. The way it felt for Blake, that might not have been that far off.

“Guys, I can’t touch that stuff!” the young team leader exclaimed. “It  _hurts_.”

“Use Crescent Rose’s staff,” Yang suggested, though she’d been reaching for Blake as well.

“R-right.” Ruby shifted her grip on her scythe and extended the long shaft toward the faunus. Blake, however, waved it off, getting onto her hands and knees to crawl onto the grass that still managed to grow a few feet away. She coughed as she went, trying to expel the liquid from her lungs. When at last she was able to breathe, she rolled over onto her back.

“Are you okay?” Weiss’s voice came from above Blake’s head, and she managed to crack her eyes open.

“I’m… fine,” she wheezed out. The burning was starting to fade even though she was still doused in whatever the liquid was, and she was able to sit up without aid. Doubtless her aura had kicked in and was beginning to heal the damage. She felt the cool night breeze on her feline ears and realized, belatedly, that her ribbon had been lost, likely in the struggle. Frowning, her ears folded back. “We can’t stay here forever.”

“Can you walk? Does that stuff not  _hurt_?” Ruby’s face was full of concern for her friend and teammate. Blake just shook her head.

“Not… really.” Blake slowly got to her feet. Her limbs still shook, but she kept her balance and her strength was returning quickly. The stuff seemed to be drying just as fast, too, fortunately for her. “Looks like I’ll be good to walk, too. We should keep moving; I get the feeling more Grimm will find us soon.”

“Right.” Ruby hefted Crescent Rose and started off again.

Soon enough, Team RWBY found the laboratory. The pipes disappeared into the side of a large building. It only looked to be a few stories high, but no doubt there were lower levels further underground, too. A massive door was built into the side of the building, likely to allow through large vehicles—though they saw no roads. Androids seemed to swarm outside of it, and as soon as RWBY crested the small rise, they took up arms against the huntresses-in-training.

Though it was a fierce battle, joined by Grimm along with the androids, the girls made quick work of them. When the battle was over, Blake found herself leaning against one of the pipes, panting heavily. It had been damaged in the fight, but still bore her weight well enough. A small trickle of the green ooze trickled down from a crack a little higher above her; after a brief glance to make sure her teammates weren’t watching—they were trying to find their way past the door—she dipped her finger into the liquid to coat her finger in the stuff and slipped it between her lips.

Now that she wasn’t drowning in it, Blake realized just how delicious it tasted. There was a bite to it, but it tasted almost… savory. Salty, too. She was almost reluctant to pull her finger from her mouth for another taste, but she did—only to put it back in and suckle the flavor off. For some reason, having something in her mouth felt…  _comfortable_.

As she did, she slowly became aware of an entirely different kind of burning. A smoldering heat was building in her gut, slowly making its way down to her loins.  Under her white top, she could feel her nipples hardening, scraping at the fabric.  It felt almost as though she was going into heat, as every faunus did for two weeks with the change of each season—but the end of summer was still weeks away. It was too early.

Fortunately, Blake was well-practiced at ignoring her heat. She pulled her finger from her mouth and joined her teammates at the giant door. As she did, Merlot’s voice came onto their scrolls.

“Do you believe things happen for a reason, Oz?” he said. “I mean, your little prodigies practically washed ashore here on my island.”

“I’m not sure what you’re getting at,” Ozpin growled as RWBY exchanged looks.

“Maybe they can be of some use to me after all,” Merlot said slyly. “How serendipitous…”

“ _That’s_  not creepy at all,” Weiss muttered, but as she said that, the door ahead of them started to open. She exchanged another look with her teammates, but they weren’t going to pass up the opportunity. As one, they hurried inside, pausing only for a moment to let their eyes adjust from the darkness of the early night to the bright fluorescent light in the lab.

“Greetings,” came the madman’s voice over the P.A. system above, his face leering down at them from screens placed in various positions around the room, “and welcome to Merlot Industries, where we’re building a better tomorrow, today!” His face disappeared from the screens, replaced by the Merlot Industries logo, but they knew better than to assume he wasn’t still watching.

“Don’t get distracted,” Blake warned, as much for herself as for her teammates. “Let’s keep moving and find out what he’s doing with that substance.”

“Right,” chorused the other three, and they started toward a much smaller door that had opened in the far wall.

Blake’s warning proved hard to follow, at least for the faunus herself. As the team made their way through the laboratory, past steam pipes and through air ducts built into the walls, she realized that her heat was starting to intensify. It was gradual, though, and for the time being, she was able to distract herself with destroying the androids and killing the mutant Grimm that opposed them.

They soon found the stage two holding tanks for the substance, and were quick to realize that Merlot was creating a sort of serum for the Grimm he experimented on, creating the mutants they encountered frequently—more so now that they were inside the lab itself. Ozpin’s instructions to destroy the vats were met with enthusiasm from all four girls; Blake welcomed the additional distraction. But as her blade pierced the vat, she was sprayed with the serum—some directly into her mouth. She swallowed eagerly, that savory, salty taste even more intense now that it had been partially processed, and she was sorely tempted to just stand there and drink it all.

But then Ruby came to help her, and the vat collapsed, spreading the serum over the floor. Blake watched it for only a moment, fighting off the urge to drop to her knees and lap it up. More androids appeared, along with more Grimm—and she found herself somewhat  _eager_  for the Grimm to appear. They were only Creeps—but one blow with those strong tails could send her reeling. Then she recalled the Beowolf who’d pinned her in the puddle, and she almost wished a Creep would do the same.

 _What the hell?_  She reeled back from the thought, and stabbed a Creep through the throat.  _Where did that thought come from? And why am I not so disgusted by it…?_

A door opened nearby, and the girls hurried through to an elevator. Blake braced herself on the control console and Yang looked to her, concerned. She approached carefully, leaning over to look at the faunus’ face.

“You okay, Blake?” she asked, reaching out to lay a hand on her shoulder. Blake had a flash of Yang using that hold to pin her and yank off her shorts, making her gasp and pull away.

“I-I’m fine!” she exclaimed, her face beet-red. Yang look confused, glancing at the other two before shrugging.

“If you say so.” She pressed the button to activate the elevator, and they continued their descent.

Deeper they went into the laboratory, past the engineering wing and even the mainframe, where they’d found an open port for a scroll and could upload as much data as they could to Ozpin in Beacon. More androids and more Grimm dogged them. Soon enough, even the very floor was working against them, as plates flashed red before sending spikes shooting into the air. It was clear that Merlot wasn’t toying with them anymore; the mad scientist was determined to kill them. But Team RWBY was equally determined to stop him—and so they pressed on, until they finally reached another processing room.

On the wall, the words “Distillation Facility” were emblazoned in large red letters.  More of the serum was held in several holding tanks. It was more blue than green now, but the sight of it made Blake’s ears perk and her pupils dilate. The rest of Team RWBY exchanged a worried look, even as Ozpin called for the tanks’ destruction.

“Hold on a minute, prof,” Yang said into her scroll before turning to Blake. “Are you really okay? You’re looking like you’ve gone through a long workout, and your eyes are all…  _glassy_.”

“Yeah, and you’ve been really jumpy, too,” Ruby added, shouldering her scythe. “It’s like that serum did something to you.”

“I—I’m fine.” Blake swallowed hard. Sure enough, she was burning in her clothes, her skin hot to the touch. Even more, though, her nipples were solid pebbles that scraped the inside of her top—for she never wore a bra—and she’d long since soaked through her panties to stain her shorts. She was eager for the mission’s end, so she could return to Beacon and disappear into the woods for a while until her heat was sated, as she had for every other heat before. “I j-just—”

“Don’t you lie to us, Blake Belladonna,” Weiss admonished her, stepping up beside the two sisters to confront the faunus. “You’re looking feverish and flushed, and you’ve been sick since you got that liquid in you. You need to hang back and let us do the fighting for now, and when we get back to Beacon, we’re marching you straight to the medical wing.”

Blake couldn’t bring herself to admit that she was in heat—and the most intense heat she’d ever felt in her life. They knew she was a faunus, and so no doubt they knew that she went into heat every season; that was one of the biggest weapons humans used against the faunus in their discrimination against them, after all. But the visions that were starting to dance in her head—of herself being utterly dominated by various Grimm—were so taboo that she couldn’t ever share them. Grimm were worse than animals; at least animals had  _souls_.

“F-fine,” she muttered in defeat, looking away and rubbing at her arm. Nodding in satisfaction, Ruby turned away toward the vats.

“Let’s go, team,” she ordered, and dashed off. Weiss and Yang followed quickly, leaving Blake where she stood, panting in utter need.

Even just watching the liquid oozing onto the floor from the vats the rest of RWBY shattered made Blake’s mouth water. Her hands were starting to stray toward her clothed crotch or to one breast, though she caught herself each time.  It soon got to the point that she decided to meditate as she’d been taught years ago, hoping that she would at least be able to rein in this overbearing lust. She sank to the ground, back to the ledge from which the team had dropped, and crossed her legs, hands on her knees. Her breasts throbbed, as did her loins, and her shorts dug deliciously into her crotch. Taking in several deep breaths, she closed her eyes, and tried to clear her mind.

Blake didn’t get very far. The sounds of snarls and mechanical parts grinding in ways they shouldn’t indicated that the Grimm and androids had found her team again. Most were around the corner, out of sight—but one set of claws on metal was making its way toward her. Her eyes flew open again, her hands straying to her weapons, but something made her pause.

The mutant Beowolf before her was on all fours, its hideous green spikes jutting toward the ceiling. But it wasn’t being aggressive—or at least, it wasn’t charging at her. Its eyes were fixed on her, and its ears were perked forward in the same way a true wolf’s might have been when keenly interested in something. A huffing sound gave her the impression that it was taking in some kind of scent—and she had an idea of what scent that was. After all, she was the only thing in the direction it was sniffing in.

Blake should have been terrified. She should have immediately shot the thing in the eye while she had the chance. Yet she only stood, slowly, and sheathed Gambol Shroud, a growing part of her wishing the creature would lunge and pin her like she was imagining. She chanced a glance between its legs—

—and what she saw there made her gasp, a hand over her mouth.

Blake was familiar with erotic stories. She’d read many in her lifetime; Ninjas of Love was utterly tame compared to what she sought to satisfy herself late at night on her scroll, after Adam or her team had gone to sleep. So many of those stories were among the most taboo—and that included stories of people with Grimm. It was utterly reprehensible to society, so it was her dirtiest little secret. But in those stories, the Grimm shared the cocks of the animals they resembled, like they were organic creatures. Before now, Blake had really doubted Grimm had genitals like animals and people. No one was really sure how they reproduced, but no one wanted to find out, either.

Evidently, they  _did_ have genitals. Big ones. Maybe it was just this mutant Beowolf, but the black length between its legs was unlike anything she’d seen in pictures and from Adam. It was still quite clearly phallic in shape, but that was where all resemblance ended. Even as Blake watched, it seemed to shift constantly, like the rest of a Grimm’s body, swelling and shrinking in mass, and dripped another black substance similar in consistency as the serum.

At that point, Blake’s darkest fantasies, borne from those stories, seemed to be coming to life and her lust spiked exponentially. No longer could she resist; she let her hands drop as the Beowolf rose to its hind legs and stared up at it in silent consent. It let out a low rumble and took a few steps forward, reaching for her—

—only for Yang to shout and leap onto its back, gripping one of the spikes for stability as she slammed her fist into its skull and fired several shots. Weiss froze its feet with her ice, leaving it grounded for Ruby to come slicing in. Crescent Rose tore through the Beowulf’s torso, just short of Yang’s feet before she leapt off. Its upper half dropped to the ground and both halves immediately dissipated.  Blake couldn’t stop the whimper that escaped her as she was robbed of that delicious-looking dick.

“There is an airship en route to your location,” Ozpin said over their scrolls. “It should be there soon. There’s a back entrance to the testing grounds just ahead—it’ll dock there when it arrives. Go quickly!”

“You hear that, Blake? We’re almost out of here,” Ruby said in encouragement, wholly misinterpreting Blake’s emotion. “Can you make it?”

“Y-yeah…” The faunus swallowed. “Lead… lead the way.”

As they hurried toward the testing grounds, Blake ended up trailing some distance behind. With her teammates so focused on what was ahead, she was able to reach up with both hands and tweak her nipples, eliciting a gasp as those tweaks sent an electric shock straight to her clit. Her shirt felt so tight and uncomfortable, she just wanted to tear it off. As it was, she was already loosening the button on her vest…

“You know… Blake was it?” came Merlot’s voice on her scroll. The other three didn’t seem to notice—he must have narrowed his channel to her scroll alone. She shivered, but couldn’t stop groping herself now. “I saw what happened there in Stage Three. I saw the way you looked at my Beowolf. I know what you wanted from him…”

“N-no…” Blake gasped again as she squeezed her tits and pinched her nipples through her top. They seemed to fill her hands even more than usual. “I… I don’t…”

“Don’t what?” Merlot taunted. “Don’t want to deny yourself anymore? Don’t want to take another step without the promise of a  _long_ …  _hard_ …  _dick?_ ” Each of those last three words were drawn out, and she remembered just how long and how hard that dick had certainly been. She whined softly. Ahead, Ruby, Weiss and Yang jumped down from the catwalk.

“Please,” she whispered, one hand moving down to rub at her drooling cunt through her shorts. That only served to fuel the fire, it seemed; she couldn’t shove her fingers into her hole through the fabric, much to her frustration.

“Please what?” Though she couldn’t see him, Blake could hear the smug grin on the madman’s face.

“G-give it to me, please. Please give me Grimm cock,” she whimpered a little louder now. Her knees trembled, close to giving out even as she approached the edge of the catwalk into the training grounds. Glassy golden eyes peered down into the pit; two large, vault-like doors were built into two of the walls, and the ground was little more than dirt. But wide—if shallow—pools of the serum had formed inside the pit, and Ruby, Weiss and Yang were trying to fight around them.

A few species of Grimm were in that pit with the girls. Ursi, Beowolves, and Creeps—and suddenly, Blake could imagine each of them with each huntress. As a Beowolf bore down on Ruby, Blake imagined it scooping her up and impaling her tight little ass, a second coming up to spear her cunt, and a third forcing her head down to take her throat. An Ursa slamming its claws down toward Yang would instead pin her with its weight and thrust itself past her very shorts and panties, raping her senseless. A Creep flipping its tail at Weiss would, in Blake’s head, knock her back, disorienting her enough for it to press her into the dirt and shove its cock into her waiting hole.

With a long, drawn-out whine, whatever will to fight Blake might have had left gave out entirely, along with her knees. She dropped from the catwalk above into the ooze a short distance below. Landing first on her feet, she immediately collapsed and rolled onto her back, her hands working furiously to free herself from the confines of her clothing. Gambol Shroud was the first to go, tossed to the side, followed by her scarf and vest so she could more easily pull off her top.

Ruby shrieked. “ _Blake?!_ ”

“I’m sorry, Blake, I didn’t catch what you said,” came Merlot’s voice, louder now—he was back over the P.A. system.

“Merlot, whatever you’re doing,  _stop!_ ” Weiss shouted. Several Beowolves were approaching Blake, one a mutant Alpha. Yang was about to take a shot when an android appeared behind her from a crack in one of the vault doors and caught her arm; more came out to catch hold of Ruby and Weiss, too, using their distraction to immobilize them entirely.

“I wasn’t talking to you, Schnee,” he snapped. “Tell me—tell us—what you want, Blake. Go on.”

“I  _need_  their cocks!” the overwhelmed faunus screamed, even as the mutant Alpha scooped her up in his arms. His claws made quick work of her shorts, and even sliced through her soaked panties, both dropping to the floor. All she kept were her thigh-high stockings and the ribbon on her arm. Her cunt was drooling, rivulets of her juices staining her pale thighs. “I need these Grimm to  _fuck me!_ ”

The rest of the team was speechless as Merlot cackled. “Oh, what music to my ears! Hold her still, my pets—I want to savor this.” As though they understood, the Beowolves kept Blake spread, holding her arms and legs akimbo, even though their shadowy cocks throbbed and dripped the black fluid to join with the pale blue-green ooze. “Oh-ho. I never noticed those ears of yours—I wondered why the serum didn’t hurt you. You’re a faunus. Oh, that’s  _rich!_ ”

“What does her being a faunus have to do with this?” Yang snarled, struggling to free herself from the inhuman grip of the android.

“There have always been the rumor that faunus are descended from Grimm, and that’s why they have those animal traits,” Merlot explained. “I always dismissed it as mere racism—but it seems that there’s more truth to it than I thought. The substance I use to make my serum is related to the Grimm spawning-pools; I still haven’t quite been able to pinpoint how, but that’s why it attracts them. It’s also harmful to humans, but I hadn’t had a faunus around to test it on yet. These results are quite… mm…  _impressive_.”

“You’re disgusting,” Yang spat.

“You’re a  _monster!_ ” Ruby shouted, tears in her eyes. “Let Blake go!”

Merlot pretended to think for a moment. “No, I don’t think I will. I want to see where this goes. Go ahead, my children. Play with your new toy!”

 _Toy…_  The word bounced in Blake’s head in the few seconds it took for the mutant Alpha to impale her. That was what she wanted to be, she decided. A fucktoy for Grimm. Then that cock pierced her cunt, and no more thoughts came as her mind faded into blue-green ooze.

The scream that rent the air made the three remaining members of Team RWBY shudder in horror, but it wasn’t of pain. No, the amount of lubrication that Blake had been producing was enough to have formed a puddle in the goo beneath them, so when the mutant Alpha shoved inside, there was no pain—or at least, what pain there was from how wide her hole was stretched was instead rerouted into pleasure. Blake’s scream was that of the most intense ecstasy she’d ever known, a full-body orgasm that left her writhing on the beast’s cock just from the first penetration alone.

But they weren’t done with her. Not yet. The mutant Alpha withdrew until only the tip was inside before thrusting in again, making her scream a second time. He repeated the motion only once more before beginning to fuck her in earnest. His pack circled, eager for a turn, but knowing enough to defer to him. Even rutting the new bitch, he could still tear them apart if they challenged him.

The force of his thrusts made Blake bounce in his arms. Something about the serum had already seemed to change her, allowing her to stretch far more than should have been possible. Each time, he pressed into her, the outline of his cock bulged against the flesh of her midriff; it was almost as though she were being molded to fit his size.

But it wasn’t enough. He was only fitting half of his length inside of Blake; he needed a better angle. So he pulled her from him briefly—much to her dismay—and let her drop to the ground, face-first. She instinctively caught herself, part feline that she was, and remained on all fours, lowering her upper torso so that her head and her breasts were pressed into the puddle. It was shallow enough that it didn’t even reach her nose, but she couldn’t resist opening her mouth to take in more of the liquid of which she’d become quite fond.

Seconds later, the Alpha was pinning her down with one claw and steadying her waist with the other. Satisfied that she wouldn’t move out from under him, he shoved himself inside again, making Blake cough and sputter as she tried to gasp with a mouth full of serum and whatever the black substance was. She recovered quickly, though, and took a breath between thrusts as she swallowed.

Soon enough, the head of his cock was pressing against a new barrier. He growled and thrust a few times, eliciting a squeal from Blake. But it gave way even as he rolled back his hips, so when he slammed forward, he hilted himself inside her in one go, a portion of his dick now snug in her womb. He had no visible testicles, but if he did, they would have been resting at her clit.

The serum had been slowly changing Blake. Her tits—for she couldn’t think of them as anything else—were easily two cups bigger than they were before she’d nearly drowned and still growing. The so-called Bellabooty had even grown plushier. It had even strengthened her and added to her elasticity, so she wouldn’t break when she was given to bigger Grimm. But more than any of that, it was preparing her for breeding. The more she ingested with her head pressed into the puddle, the faster those changes came. The black precum she swallowed with the rest of it served to be a mild catalyst, and the rate of her growth increased.

Her body was being remolded to pleasure Grimm, and were she lucid enough to realize, Blake couldn’t have been happier.

She might have also been thrilled to learn that the stories got at least one thing right: Beowolves had knots. As he pounded her into the ground, a much wider growth was soon swelling at the base of his dick. With a howl, he hilted himself one more time, pressing that knot past her lower lips and locking himself in place, flooding Blake’s womb with what passed as its seed. Shot, after shot, after shot painted her walls black, and that first contact triggered the most intense climax Blake had ever felt. She couldn’t even scream properly; her eyes rolled back, her mouth gaped open, her whole body seized up, and her mind went wholly blank before she passed out from the overwhelming pleasure. He didn’t stop, though, and from the sheer volume he pumped into her, she looked several months pregnant.

If a Grimm’s precum had been a catalyst for the serum, its actual semen—or what  _seemed_ to be its semen—was ten times as potent. As it met with the chemicals in Blake’s body that were already at work on her womb, it seemed to be absorbed… and  _spread_. Her skin went pale and black veins wound their way up her body. Her tits and her ass ballooned to near-unnatural proportions—each udder grew to at least twice the size of her head—while her nipples lengthened, widened, even darkened. The chemicals burned out quickly, but by the end of it, Blake looked  _drastically_ different.

Her teammates were in utter shock. They couldn’t turn away; the arm-locks the androids held them in prevented them from doing so. Like a train-wreck, they could only stare as their minds struggled to process what they’d seen. Soon, each of them slowly became aware of their own arousal at the sight and scent of Blake’s breaking. Weiss even shuffled uncomfortably.

The sound of an airship’s engine finally broke the stunned silence. One of the vault doors opened to reveal an airdock, and outside, a Bullhead was approaching for a landing. The mutant Alpha, still bound to Blake, snarled at the machine—but couldn’t pull away. His pack echoed him and turned toward the open door.

“It seems your ride is here, students,” Merlot said, his voice perhaps a little breathless. “My androids will escort you out.”

“Wait. We’re not leaving without Blake!” Yang shouted, blinking out of her stupor.  Her eyes were red in an instant as anger—and embarrassment—rose.

“Oh, but you are. This is the greatest scientific discovery in history! I’ll be keeping her here for further experimentation. Now, if you don’t mind…”

Yang snarled and strained against the android’s hold on her arms. But Ozpin’s voice finally cut through her anger. “Yang Xiao Long. Get ahold of yourself. This is the time to retreat.”

“But—” Yang began, but he interrupted her again.

“There is no saving her right now, but that doesn’t mean we’re giving up on her,” he said, albeit with a hint of reluctance. “Get back to Beacon. We’ll come up with a plan.”

“I do wish you the best of luck, Oz,” Merlot responded smugly. “I’ll certainly be waiting for you.”

“Be strong, Blake,” Ruby murmured, gazing tearfully at her unconscious teammate, still held up by the mutant Alpha tied to her. “Please don’t give in… we’ll come back for you.”

With that, the girls were dragged bodily to the Bullhead that had come to dock at the edge of the platform. They were only released when they were shoved into the open cargo doors. The last thing they saw as the doors closed on them was the Alpha hefting Blake’s unconscious and dripping body to drag her out of sight, followed closely by his pack…


	2. Visitation

**Summary for the Chapter:**

> Merlot gets a visit and an important new task; Blake finds a new purpose in life.

**Notes for the Chapter:**

> I apologize profusely that this took so long. Writer's block, plus a myriad of other external forces were all hard at work at trying to get me to stop. I wasn't entirely happy with the tentacle scene, so I ended up rewriting it numerous times before I was satisfied with it. Now, I'm glad to say that I was able to produce something I felt was presentable, so here you go. Enjoy--just make sure to clean up after yourself.
> 
> Edit - March 30, 2019: So I made some minor changes to this chapter. With AO3's more relaxed content restrictions compared to other sites, I figured I'd actually add in some subject matter that I wouldn't be able to add on Tumblr or Hentai Foundry. I'm pretty happy with it, hope you are too. And rest assured, I'm still working on the rest of the story; the new chapter's in the works and I've found myself with a lot more time to write.
> 
> Enjoy.

_10 July 22:54:12_

_**************_

_The new breeder has taken well to her new life. Subject One, formerly known as Blake Belladonna, is housed in a new breeding chamber attached to the newly-repaired distillation facility, the better to funnel to her the fully-processed serum. Its effects on her body have been tremendous; her anatomy is like nothing I've ever seen before._

_Prior to acquisition, Subject One was a healthy, average teenage female faunus of the feline variety. Records from Beacon Academy show that she was seventeen years old, nearly eighteen, around five-foot-three in height, and around one hundred forty pounds. She was not pregnant, and was not lactating. Faunus estrus had not yet set in. I state all this to emphasize just how much she has changed. In the last five days, the following has occurred:_

  * _Height increased to eight feet and seven inches_

  * _Weight increased to four hundred seventy three pounds. Primarily concentrated in breasts, posterior and womb_

  * _Bust size increased to at least one hundred twenty-two inches. Four additional mammaries have joined the previous two_

  * _Posterior measures as wide as bust, with a difference of a fraction of an inch_

  * _Womb holds a circumference of at least thirty-six inches_

  * _Heavy lactation. Leaks without stimulation. Fluid expressed is three-quarters milk, one-quarter serum(!!)_

  * _Other Grimm-like qualities include:_

    * _White skin_

    * _Black veining throughout the body, concentrating on genitals,_

    * _Black sclera and red irises_




_The subject also appears to have grown a Grimm-like penis resembling a housecat's, complete with barbs. It measures twenty-four inches and its emissions consist of black fluid laced with the substance. Her original female genitals also give the same fluid, and ultrasounds reveal that her womb has essentially become a spawning pool for the Grimm that ejaculate inside of her. It's fascinating to watch._

_The reproduction process—_

_**************_

“You know, this is such a quaint little place, but quite out of the way, isn't it?” came a voice from behind Merlot. The older scientist jumped with a yelp and swiveled around in his desk chair to face the intruder. As soon as he saw who it was, however, he froze, his mechanical arm hovering over the alarm.

“A-Arthur Watts?” Merlot was flabbergasted to see the tall, gangling scientist there in his laboratory. Though richly-dressed, with slicked back-hair and a thick, well-trimmed mustache, Arthur Watts still more resembled a teenager when faced with the aging Merlot. Yet, flanked as he was by Merlot's androids, it seemed he was more accomplished than he had been.

“Indeed so,” Watts replied with a smirk. “I'm surprised you remember me and that senility hadn't overtaken you after all.”

Merlot's brow furrowed and his red robotic eye flared in annoyance. “I see you also haven't changed. What do you want? I'm _busy_ here.”

“Busy getting off to your newest little pet, I'm assuming.” Arthur's eyes darted toward the monitors that showed Blake's writhing mass as she was speared atop an Ursa Major's dick.

“I'm not getting off!” Merlot protested. “All of my observations are strictly scientific!”

“Mmhmm.” Watts took a step forward, bending over— _gods he looked like a crane!_ thought Merlot—to get a closer look at the girl. Despite the weight of her new udders and thick ass, and her swollen womb, she still moved as easily as she had before her change; she worked herself down the thick black pillar, twisting her hips smoothly, trying to entice the second Ursa Major in the chamber with her. “She certainly seems enthusiastic.”

“Her faunus estrus has been amplified by the serum, and made permanent,” Merlot replied, turning to watch the monitors as well. Thankfully, his lab coat hid his hard-on. “She's quite the willing and eager participant. But what comes out of her is unlike anything I've ever seen before! Here—I'll show you.”

Pushing Watts out of the way, Merlot pulled up a recording of the breeder. “This was just yesterday, after I bred her with a Super Creep. Watch.”

Blake, in the video, laid back on the long table that had been built for such an occasion. Already, her cunt was stretched wide while black fluid flooded from within; her body seemed eager to birth the Grimm inside. Her face was a mask of ecstasy, as it seemed the serum had killed all but the worst pain and turned it all to pleasure. She spread her legs wide, her feet supported by stirrups, and her hands went to her two original tits, tugging and squeezing at them. Each breath she took was released as a whorish moan.

Her massive belly rippled visibly as her muscles strained to birth the Grimm. She was panting and mauling her breasts, spraying her milk into the air so it rained down on her. It wasn't long before the new Creep's head breached, its jaws opening wide to take its first breath, as though it had need to breathe. But there was something strange about the creature that emerged. It was smooth and small, smaller even than the average Creep. Its claws were blunt and had barely any bony spikes. Unlike the Grimm with which Merlot was familiar, it seemed almost... a _baby_.

The baby flopped onto the floor and shook itself out. Turning to its mother, it leapt onto the table beside her and immediately took one of her tits into its mouth. It began to _suckle_ , in a way that no Grimm nor reptile ever had before. Five more Creeps followed their sibling before Blake was finally emptied, and soon all six of her udders were occupied.

As the six Creeps fed, they _grew_. Merlot sped the footage as soon as all six were birthed, so the hour or so it took for them to come to full size took only a few minutes. But when they were fully grown, they were massive for Creeps, even Super Creeps. Their plates and spikes had grown in, their claws had sharpened—and there were even spikes on their tails.

When they released Blake, her teats were at least five inches long and as black as her hair, though the fluid she dribbled was still the bluish-white of her serum-laced milk. She'd noisily orgasmed many times throughout the process; her juices had flooded the floor, as had the cum from her still-growing cock. The Creeps watched her for several moments before the first-born took the lead.

The creature circled around to between Blake's legs again. It bent over—for it was at least three times her size—to nudge at her cunt and its tongue snaked out to taste her. That elicited a gasp from her, and she spread her knees to either side, inviting the very creature to which she'd just given birth to mate her. Its thick, black cock slid from a hidden cloaca, and it gave her another few licks before climbing onto the table above her. She leaned up, kissing at its lower jaw—at least until it shoved her away and a second Creep positioned itself over her mouth. She didn't seem to mind; instead, she lapped at its swollen tip, drinking down the black fluid that oozed onto her lips.

At that point, both Creeps shoved their dicks into their respective holes. Blake squealed around the one in her mouth, her eyes widening at the pleasure that shot through her. Neither gave their mother any quarter and immediately started pounding her cunt and throat. The latter bulged obscenely with the size of her offspring's prick as it shoved into her very stomach. The one in her pussy stretched the walls of her womb upward between her extra tits; when she realized this, she reached down to squeeze them together as best as she could, the better to stimulate its cock.

The four who weren't yet fucking their mother paced beside her, watching her get spitroasted. Each thrust from the two of them caused her milk to go spraying, raining down on the Creeps. They hissed, but there didn't seem to be any anger behind it. In fact, they seemed to enjoy it, lifting their heads as best as they could to swallow down more. That only added to their growth, causing the two inside her to swell even larger.

Being so young, they couldn't hold back yet, and came within minutes, each roaring and slapping their tails onto the ground. Both her womb and her stomach inflated to almost impossible proportions from their loads, but the seed flooded out almost as quickly when they pulled away. She fought to keep it as best as she could, putting a hand over her mouth and fighting to swallow while her body processed the Creep's semen, turning it to nutrients and energy to keep fucking. Once her stomach, at least, was back to her usual size, the next two climbed up, and the whole process started again. At that point, the video cut, the screen going dark.

“How... _inefficient,”_ came a new voice, a _woman's_ voice this time, in the following silence. Merlot jumped and sought the source, and his human eye widened when he located it.

The creature that floated toward him was like nothing he'd ever seen before. It was Grimm, he was sure—the black, red, and white bone couldn't be mistaken for anything else. But the species was utterly foreign to him, and he could feel his scientific curiosity rising. It resembled an octopus, which he supposed would have been its basis, but there were only six tentacles, and each with sharp bone tips like stingers. There were no eyes, but it didn't seem to need them; its bulbous head looked like glass, containing a swirling mist—mist which parted to show the face Merlot would never forget.

She resembled Blake in many ways; her skin was pale white, veined with black, and her eyes were black as well. But that was where any resemblance ended; the stranger still held herself with an authoritative air, her eyes were bloody-red like a true Grimm's, and her hair was as pale white as her skin. That was all he could see of her, but it was enough.

“I'm disappointed, Doctor Merlot,” she continued. Even from the Grimm's head, he could feel her gaze piercing right through him. “As a scientist, I would have thought that you would have wanted the best results possible.”

“ _Excuse_ me?” Merlot stood quickly, his back ramrod straight as anger flared in him. His mechanical eye flashed dangerously. “I've been working for years trying to research the Grimm and improve upon them and—”

“And yet, you still know absolutely nothing,” she interrupted.

Merlot stared, uncomprehending, with his jaw hanging. After several moments, he caught himself and shook his head as though to clear it. “ _I beg your pardon?_ ”

The stranger smirked with amusement. “For instance, the substance with which you work is a stimulant and an aphrodisiac, but an _extremely_ potent one. Your distillation allows it to be consumed without too much damage, empowering the Grimm or faunus. In its raw form, it will kill a human and warp the others.”

“B-but... how can it be an aphrodisiac for the _Grimm?_ ” Merlot stuttered. “They're not organic, not like us—”

“They were, once.” The stranger folded her hands under her chin, and Merlot could see the black veins running through them, too. “When the Dark God created them, they were meant to destroy all that the Light made. They would breed and consume all—the _superior_ species. Even when humanity was created, the creatures of Grimm would take them, using that substance to empower themselves. Those humans they didn't kill, they would keep to mate until the human was used up, resulting in the faunus, who would last much longer than their human parents.

“But once the humans harnessed Dust, they began to retaliate against the Grimm,” she continued. “Many saw the human-like faunus and decided to keep them—they were so _eager_ to serve that the humans thought they made wonderful slaves. Their pairings resulted in the race we know now. But the Grimm they nearly wiped out. They couldn't keep up their numbers against the Dust-wielding humans, couldn't breed fast enough to repopulate. They were on the brink of extinction... until I finally came into my power.

“I couldn't recreate the organic Grimm, as my predecessor had, but the constructs I made were just as powerful, and would live forever until they were destroyed. Much easier to produce.”

Merlot stared in disbelief. There wasn't a whole lot of proof to her exact claims—but it explained so much about how the Grimm came into being, the reason behind their biology and why they dissipated so quickly after death... and how the Schnees could copy them. It was the best theory he had, so he would accept it.

“So who _are_ you, then?” he asked aloud. “Why did you come here, other than to taunt my ignorance?”

It wasn't the woman who answered, but Watts. “My lady here is Salem, and that's all you need to know. We have a need of your services, you see.”

“My— _services_?” Merlot frowned. “But—I'm a _scientist_. Not a mercenary. Whatever could you need from me?”

“You're the first person to be able to mass-produce the distilled substance,” Watts answered. “I... admit, that's a feat that's escaped even me. Even before your breeder, your work with the Grimm has not gone unnoticed.”

Merlot knew where this was going. “I _refuse_ to let you take over! I—”

“Calm yourself, Doctor.” Salem cut him off. “No one will be taking over. You will operate as you have been, all in your own laboratory. I will ensure you remain undisturbed, gifting you with some of my most powerful constructs. In return, I will put you in charge of the organic Grimm's repopulation once you obtain more producers.”

_That_ got Merlot's attention. Organic Grimm, once extinct, now at the verge of a comeback, and all thanks to _him_... the aging man hesitated, one hand lifting to his chin. “I... will admit, I'm intrigued. But—how will I obtain more chattel?”

Salem smiled darkly. “Don't be foolish, Doctor. The girl you own now was once Blake Belladonna, was she not? Part of Beacon's newest premier team—and daughter of Menagerie's chieftain, Ghira Belladonna. Rescue will come for her, and when it does, you can claim them for your own. _All_ of them.”

Salem was right, Merlot thought. Blake had once been a huntress in training. There would be people looking for her. And with what that substance was capable of, and the fact that it was found in Blake's fluids...

“All right,” Merlot finally agreed, meeting the woman's red gaze. “I'll do it.”

The triumph in Salem's eyes made them gleam like bloody crystal. “Good. I knew you wouldn't disappoint me, Doctor. Now, you will need the tools to claim your breeders; fortunately, my Seers are quite capable of that. I leave this one to you; I'm sure you know what to do with it.”

Merlot grinned broadly. “Of course, madam.”

“Very good. Watts will see to your defenses— _won't you?_ ”

The disgraced Atlesian scientist bowed. “Of course, my lady.”

“Wonderful. I'll be sure to check in on you soon. Until then...” With that, her image dissipated into the swirling mist, leaving the two men alone. They exchanged a look before Watts cleared his throat.

“Your tech is quite impressive, I must say,” the younger man stated. “Far more dynamic than the Atlesian androids. But, as with everything, there is room for improvement. From here on, you can concentrate on the Grimm.”

“Don't expect me to be grateful to you,” Merlot grumbled, turning away to watch the monitor. There was another Ursa yet to have his turn with the breeder, and he was just getting started.

“Oh, don't worry, I won't,” Watts responded. “Enjoy your little peep-show. Just make sure to get that Seer down there with her when that thing's done.”

Merlot snarled and whirled around to reply, but Watts was already gone, stalking out of the room with Merlot's androids behind him. The older man glared after him, but after several moments, he turned back to the monitor and slumped in his chair. He had some time—perhaps a quick tug wasn't a bad idea....

_\-------------------------------------_

Coarse black fur scraped along Blake's massive belly as the final Ursa dismounted her after depositing its load in her womb. Its massive dick slid from her well-fucked pussy, aided by a mixture of its seed and her own slick juices. She moaned as it left her hole gaping and drooling lubrication, but when no others immediately took its place, that moan turned into a whimper. Her eyes cracked open to see what was the matter, only to find that no other Grimm were with her in the darkness. She frowned, quickly realizing she was in for another break.

Blake hated those breaks. In the time between serum-feedings and breeding sessions, her mind returned to her, and with it, the guilt and disgust at what she'd become. The lust was still there, but it was a low burn, not near enough to take her mind away again. She was instead forced to face the fact that she'd let herself turn into a Grimm fucktoy, even going so far as to let those she'd birthed have their way with her. Death would have been welcome, but didn't seem to be forthcoming, so descending back into the mindless pleasure was the only escape she had.

She looked down at her massive belly. There was no way she'd ever be able to properly move again, not with something that round. The same with her breasts—udders like those would swing back in her face with any of the movements she used to make. Six would throw her balance off completely! And that cock... Even if she managed to return to Vale, there was no hiding it; nothing would have been able to contain the massive fuck-pillar that had grown above her cunt.

There was no going back to the way she was. And that was if she would ever be rescued. She didn't know how long she'd been here—Merlot had kept her in this dark room with no clocks and no outside windows, so it could have been anywhere from hours to weeks. Her memory of her initial corruption was cloudy, but she could vaguely recall the sight of her teammates fleeing the facility as she was dragged away, still impaled and knotted on that delicious Alpha Beowulf cock. If they hadn't returned for her by now... then it was likely rescue wasn't coming. She would remain here, an absolute slut for the Grimm, just like in the stories she used to read.

But they were never supposed to come true. She was ashamed, humiliated— _tainted_.

Blake was distracted from her thoughts as the sliding door hissed open. She squinted against the light that filtered in, only to see her new owner's silhouette. He was only human, so the lights came on even as the door slid closed behind him. She sat up, watching him as he approached, and she could swear there was something behind him.

“Well, Subject One, how are you feeling?” he asked, as he did every time he came to her. She didn't answer, only stared until he shifted uncomfortably. She hated him more than she hated herself. She hated him for encouraging her surrender, for having this laboratory out here, for all his experiments on Grimm. If he'd only died at Mountain Glenn as he was said to have, then Team RWBY wouldn't have come out here, and she wouldn't have been taken like this.

Merlot sighed. “Well, fine, then. If you're not going to answer, then we'll just get right to it. I've had a visitor today, and she would like you to spend some time with a new friend.” He stepped to the side, revealing the Seer. Blake's eyes widened slightly, and she drew back as it drifted forward. “Surely you're not _afraid_ of it? It's another Grimm, my dear; one you'll be able to mate with.”

_That_ got Blake's attention. Her ears perked, and between her legs, her black cock throbbed with anticipation as the creature closed the distance between them. One slender tentacle lifted, withdrawing the stinger to stroke over her belly. The nerves in her skin tingled with its touch, enough to make her shiver and whimper breathily. Shame filled her and she tried to shy away while arching her back to press her belly into that slick tip.

“Wh-what... kind of Grimm is it...?” They were the first words she'd spoken to him since her capture, and Merlot couldn't help but grin.

“A new creation, it seems,” he answered. “Or at least, new to me. It's called a Seer, and you're to be bred with it as you've bred with the others.”

The slimy appendage was working its way down her belly, swirling around the very tip of the pillar of ebony flesh that jutted out above her aching cunt. Blake moaned aloud at that, bucking her hips while her precum oozed out of the dick slit. Despite the pleasure she was deriving from it, the Seer didn't seem to be too interested in mating yet; its touch was more exploratory than anything else. It made its way downward, past the heavy scrotum attached to her cock and then toward her slick pussy. Despite the humiliation at deriving pleasure from the soulless creature, she lifted her hips toward it, whimpering with the utter _need_ to feel it inside.

“Well, now. I'll leave you two to get acquainted.” Merlot said, smirking. Blake gasped as the tendril pressed into her grasping cunt.

“N-nn—” Her muscles clamped down on the invader, flexing as though to draw it further inward. It obliged her, wriggling itself deeper and deeper, until it reached her equally gaping cervix. With its touch on her second entrance, Blake came hard, though not quite as hard as she did with a _true_ cock.

“Don't have _too_ much fun now!” The doctor laughed as he left, but Blake couldn't bring herself to care about it anymore, happy to be losing her mind again. The door slid closed, leaving her in complete darkness with the Seer.

Though as a faunus, Blake could still see quite well. Her eyes turned to the Seer, and to its glowing core within. The bony plates blocked some of the light, but not all; it was like a single terrible eye, like every other Grimm's—but unlike others, it seemed to stare directly into her soul. She squirmed under its gaze, trying to press at the length in her pussy, encouraging it to move, to do anything but just _float there_.

After a few moments, it moved. Still keeping its tendril inside her, it levitated behind her. She tried to follow it, but soon, she felt its bony “teeth” pressing at the top of her head, between her feline ears. A small, fearful gasp escaped her, her lust cooling as panic that it was going to try to _eat_ her wormed its way down her spine. She even reached up to try to pull it off—but a pair of its tentacles caught her wrists and pulled her hands away with surprising strength. When it didn't bite down, she slowly relaxed, though it didn't release her, either.

“S-so you're just going to sit there?” she asked aloud. Her only answer was a few gurgling clicks as it pulled her arms behind her.

Blake shivered, licking her lips—only to find the tip of one tendril starting to press to them. She blinked, but quickly opened her mouth, allowing the tendril to slide inside. Immediately, she realized that it was coated in Grimm precum; sighing in relief, she suckled gently at it, letting the fluid flow down her throat. She was hungry, anyway.

The other tendrils were stroking against her skin and her belly, leaving little trails of precum behind them. It made her tingle and tremble, whimpering softly around the tentacle in her mouth. One squeezed itself between her ample asscheeks, wriggling between them as it made its way to her tight pucker. It remained tight thanks to the substance, no matter how many Grimm fucked her. Even better, it was like a second cunt to her, as pleasurable as it was; when the Seer pressed inside with a wet pop, she squealed around the tentacle that was making its way down her throat at the same time.

Blake fell back onto the table as she spread her legs, and its final tendril coiled around her dick, encasing it in what _felt_ like a slimy tunnel. Her eyes widened at the feeling; until now, all she'd been able to do was jerk herself off. None of the Grimm she fucked had cunts of their own, and they largely ignored the penis that smacked at her belly as they fucked her. The sensation of it undulating up and down her length, squeezing and sliding along it, was entirely new to her and it was quickly overwhelming her mind again.

Behind her feline ears, there was a slick, slimy sound, and she felt something tickling at them. One of them flicked in reflex before she realized that the Seer had managed to spawn even more tentacles out of itself. A few didn't feel very large, not like the others; indeed, they felt no wider than a pencil each. Another two reached her human ears, and she tried to twist her head to the side to get a look at them.

She never got the chance to, however. Before she could get a good look, all four ear canals were suddenly filled with the four new tendrils. It should have been agony, but it seemed the substance had changed her even there—or, perhaps, it was just the onslaught of sensations from the rest of her erogenous zones. Whatever the case, Blake cried out not in pain, but in _pleasure_ as the smallest tendrils wormed their way into her skull.

It should have been impossible. _All of this_ should have been impossible. And yet...

“ _And yet, here you are,”_ finished a woman's smooth voice inside her head. Blake yelped in surprise, eyes flying open again. _“Don't be frightened, Blake Belladonna. All is as it should be.”_

_Who—_ she began, but the voice interrupted her.

“ _Hush. Who I am doesn't matter. Nothing matters except your next orgasm. Isn't that right?”_

Blake whimpered, bucking as the tentacles' movements inside her and around her cock sped up for several moments. Her monster of a dick was harder than it'd ever been before, and it felt _heavenly_. The tight coils around its length felt like the inside of a warm tunnel, and she hoped it was what her own cunt felt like. She couldn't imagine not giving her lovers the same pleasure.

“ _That's right, little breeder,”_ the voice murmured. _“All that matters is feeling good. All that matters is mating. All that matters is spawning even more Grimm for your queen...”_

That last word confused her, at least briefly. The tendrils in her four ears were squirming around her brain, coating it in Grimm precum, and she was quickly losing any train of thought. _Queen...?_

“ _Indeed. Grimm have a Queen, and now you're Grimm, aren't you?”_

Blake tried so hard to think, to look down at herself. Was she...?

“ _Yes, you are. Your skin is white, your important parts are black. You are a Grimm now... and Grimm have a Queen. Don't they?”_

_Y-yes..._ It made sense. More sense than her brain could make of things anymore. It was so much easier to just let herself go. Two longer tendrils slid around her thighs and spread her legs apart, leaving her completely helpless in the Seer's grasp.

“ _It_ is _easier, isn't it?”_ the voice continued. _“Let go, little breeder. Let go of who you once were. Remember why you came here...”_

_Why I came here...?_ That had been to find Merlot, wasn't it? And then, do... what?

Memories flashed in Blake's mind, then. As a child, she'd been raised with sex; her mother and father loved her very dearly, as well as each other, and weren't shy about expressing it in front of her or with her. Her mother taught her to pleasure herself and other women. When she was big enough to take it, Blake would ride her father's cock as often as she could. She'd never really weaned off of her mother's breastmilk; eventually, she would eat solids, too, but her mother's milk and cunt juices, along with Ghira's seed, were as much a meal as anything else. As she grew older, and Adam claimed ownership over her—she wore a collar and everything, she suddenly remembered—her body was used constantly, both by her owner and the rest of the White Fang. The best part was, she _loved_ it. She'd even given birth several times since her body matured enough to breed, her children sent away to the White Fang headquarters to be raised properly. But it was never enough. Faunus cum was delicious, and cock always felt good, but there was always something _lacking_. Something _primal_.

That was why Blake read all those stories. That was why she left the White Fang to become a huntress. She wanted to be taken by the Grimm the whole time. She didn't even care much about her team, really; she always hoped they would slide into debauchery with her, but the truth was, they were merely stepping-stones to becoming a Grimm whore. A cocksleeve for the enemies of humanity. That had been her dream—and now, she was fulfilling it.

And she'd never felt better.

_I remember!_ Blake exclaimed, bucking hard at the tentacles. She couldn't hear them as they slithered out from the Seer's body, but she certainly _felt_ it when two more for her ass and cunt _each_ buried themselves in her holes. _I remember, my Queen! I always wanted to be a Grimm slut, to fuck myself full of babies, to become a breeder!_

“ _Good girl,”_ praised the voice, and Blake screamed around the tentacle in her mouth as she came hard. Her semen arced across the room, splattering on the textured tile below. There were so many spurts that she lost count after three, her cunt was gushing fluid just as much as her cock, and none of her assailants showed signs of stopping. _“But to be a breeder, one must become Grimm—and that's just what you've done. Welcome to the family, little one.”_

_Breed... breed me, please, my Queen,_ Blake begged. _Let me give you so many Grimm! Please!_

“ _Oh you will,”_ the Queen's voice echoed in her head. _“You will birth an army, and they will bring others to be just like you. You'd like that, wouldn't you?”_

Visions appeared in Blake's waning mind. Her teammates, passed around like slabs of meat for Blake's children to enjoy. Her mother, Kali, beside her, just as pregnant and feeding from one another's milk. Her father, Ghira, pounding mindlessly at her cunt, hoping to breed another faunus girl to swell just as large as Blake and Kali. Adam, a hulking minotaur, rutting a Grimm-bloated Ilia into submission with his bovine dick.

Another orgasm, so soon after the previous, rocked Blake to the core at the sight in her mind's eye. _YES!!_

“ _And so it shall be,”_ the Queen assured her. _“But first, they need to be enlightened like you. They need to understand what it feels like to be a living Grimm spawner like you. So you will birth these Seers for me, won't you?”_

_Yes, my Queen,_ Blake agreed readily, writhing in her new lover's tentacles. More had started wrapping around her, lifting her from the table and cramming themselves into whatever holes they could—even her teats. _Yessss!_

“ _Good girl.”_ Two of the tendrils in her ears withdrew after spurting Grimm seed over the grey matter. It washed away all further doubt and guilt from her mind; indeed, there was nothing left of the former huntress. All that remained, with Grimm cum sloshing in her head, was a proper Grimm slut. _“I'll leave you to give me as many of these Seers as you can fit in that swollen womb of yours. Don't disappoint me.”_

_Never, ever, I'm a good girl,_ Blake replied, but perhaps not in time; the final two withdrew as well, and the sounds of a thorough fucking well underway came to her ears. She closed her eyes and came once more, losing herself to the pleasure. _Such a good little breeder..._

 


End file.
